We were in a class that had both seventh and eighth grade kids in it. In November Mica arrived for seventh grade and the teacher had him sit by me so I could help him with stuff and I was in eighth grade. We got to be friends fast since we both like the same stuff and we were both 13 even though we were in different grades. For a couple months we just would go to each others house sometimes but never sleep over since my mom never let me sleep over at any friend's house. I could only sleep over at my grandparent's.

On New Year's Eve we were at Micah's in the morning and later my parents decided to go out with my grandparents and they didn't want me alone so my grandma talked my mom to let me stay over at Micah's because his mom was supposed to be home all night. She is a nurse and she was supposed to be on call. I was glad because it was the first time I could sleep over at a friend's house and my parents said I could actually stay up past midnight.

We ate dinner and stuff and we started watching Shrek when Micah's mom gets a message on her beeper that she has to go to the hospital and she makes Micah's sister Karen in charge. She was 16. They have another sister Abby who had just turned 13. His mom told her to take us to fireworks and stuff if she didn't get back in time. As soon as she goes we start wrestling since we were both on the team at school. We were wrestling and stuff for a few hours when Karen tells us its time to go and we go see the fireworks and stuff and Karen even takes us to McD's after. We got back like 2 o'clock and their mom has a message on the phone that she won't be back till the morning and we all had to get showers and straighten the house before we go to bed. Karen started saying we had to get ready for bed right away but Micah talked her into letting us stay up later to finish watching the Shrek movie but we still had to clean up and shower and then Abby cries she wanted to stay up too and everything.

So Karen says we can all watch the movie on the sofa bed in the family room in the basement. Karen says she and Abby get a shower first because me and Micah made most of the mess wrestling around and we had to straighten up while they showered. They have a bathroom with a tub and everything right in the family room. I never saw anyone naked before except my dad a couple times since I don't have any brothers or sisters. I was surprised when Karen and Abby got all undressed right outside the door of the bathroom. They didn't try to hide anything. I could see their boobs and Karen's were big but not huge like other girls her age. Karen had hair on her pussy so I couldn't really see anything but Abby was totally bald and I could see the slit and everything. I was totally embarrassed and turned around. They got in the shower together but didn't close the door or anything. When the water started I asked Micah if they always got naked in front of him and he said they always do because they are family and stuff. I really didn't think it was weird or anything since I didn't have any sisters or anything. I was just nervous because I wondered if I would have to get naked in front of them. I was never naked in front of anyone except my mom and dad before. I also got a boner seeing Karen and Abby naked. Nobody else could see it but I could feel it sticking out the top of my briefs. I had started puberty the summer before and had maybe a dozen small hairs. I was getting what I thought were huge boners. It got maybe 4 or 4 1/2 inches but that seemed big to me then since my mom wouldn't let me wear boxers and I still wore like size 12 briefs that were to small even though I just got them for Christmas and my boners would stick up past the waist band. I was afraid to complain to my mom about them since she at least got me colored ones instead of plain white.

I didn't say anything more but we kept straightening up and got out the sofa bed and then his sisters got out Karen told us to get in together. I wasn't sure if I wanted to get naked in front of them but Micah had his clothes almost all off before he even got to the door. I remember because Karen yelled at him to go back and pick them up and put them in the pile with the other clothes. He took his briefs off and then ran around and picked up the others naked. I still didn't do anything yet when Micah told me to hurry and pushed me over to the bathroom. I reluctantly stripped but with my back to the girls and quickly got in the shower with Micah. I became real aware of just how much I grew then. Even thought we were about the same height, Micah still had no signs of puberty. He didn't try to hide anything with his hands like I was so I saw his little 2 inch wiener and tiny balls. He is uncut so I thought it looked strange that he had no head on the end like mine just a little skin. Both me and my dad are circumcised and I never saw any other penises before. I didn't have the guts to ask Micah why his penis looked so weird. I soon got the courage to take my hands away and when I did Micah said right away that I was huge and he was surprised I had hair and he said he wished he would start puberty but his mom said he might not start till he was 14 or 15 because his dad didn't start till later and Karen didn't start till she was 14. (This turned out true he didn't get any hair till last April) I was somewhat relieved when he pulled the foreskin to wash. He did have a little head, it was just under all that skin. We were in the shower awhile when Karen yelled that we had 2 minutes before she started the washer so Micah says we better get out or the water was going to get cold so we get out. We dried off before I see that all my clothes are gone and I ask where they are and Karen says they are in the washing machine. I didn't bring any others and I tell Micah but he says it was OK because we would all be in bed right away anyway. Then I see Karen is still going naked and Abby was already in the bed under the covers but I could see she didn't have a top on.

Micah told me to help and we ran upstairs and microwaved some popcorn and we got some pop and took it all downstairs. I couldn't believe I was running around their house all naked. I was glad my boner went away. I still tried to hide it as much as I could when we went downstairs again. Karen and Abby were already in the bed and Micah got in under the covers and I got in next to him. We turned on Shrek again and started it all over. I was a little nervous at first being naked with them in the bed. There wasn't a lot of room left so Micah's and my sides were touching. I could also see Karen's boobs again and got another boner and was glad we had blankets on top. Abby kept moving around and bothering Micah so after like 15 minutes she got on Karen's lap so we all had more room. I think it was like 3'oclock by this time. I was never up that late before in my life. I started to doze off when I heard Abby ask Karen to rub her. I didn't think much about it at first but I looked over and I could see that Abby spread her legs apart and Karen's hand was moving around between Abby's legs. I poked Micah and pointed him to look what I thought they were doing and he leaned over and whispered, 'Good, maybe Abby will go to sleep and stop moving around so much.' He just started watching the movie more but I noticed his hand was playing with his penis under the covers too. Mine had gone soft when I started to fall asleep but now it got hard again. I couldn't help rubbing myself a little even though I tried to not be as noticeable as the others. I was wide awake again by now. I tried watching the move which was about 3/4 done. I realized I must have dozed off a little. I couldn't help looking over at the others and imagine what their hands were doing. Maybe 10 minutes went by and I noticed Abby start to breath harder, move her hips, and wasn't watching the movie anymore. Micah saw it to. He leaned over and whispered to me that she would be done soon and go to sleep. Then maybe Karen would help us and he wondered if I wanted her to help me. I just shrugged my shoulders. I really didn't understand what he meant. I never really masturbated before except a little in the bathtub or shower but never even got close to an orgasm. I didn't want to look stupid so I didn't say anything but kept watching to figure out what he meant. I was watching Micah as much as I was watching Karen and Abby. I couldn't understand how he could concentrate on the movie still. He wasn't trying to hide the movement of his hand at all. He caught me looking and I thought he would think I was gay or something. He leaned over to me again and said I should feel his boner, he bet it was almost as big as mine. I didn't believe it and said no way. I wasn't sure if I wanted to feel it anyway but he grabbed my hand and put it there. I think he was right. His boner was almost as long as mine even though it was a lot thinner. I also felt that the skin on the end seemed to not be there anymore. He reached over and felt mine. I jumped a little because I didn't expect it but he just kept doing that and rubbed up and down and told me to do that to his. I was afraid Karen would see what we were doing but I looked and she was still rubbing at Abby and watching the movie. Micah and me just kept rubbing each other and I was watching Abby. She was breathing even harder and moving her hips up and down all the time. It was only another minute and she arched her back and let out several little screams. Micah was watching to and when she did that he squeezed my boner real hard. I didn't know what happened. Abby relaxed and she fell asleep right away. By this time the movie was almost over.

Micah just kept playing with my boner and I was doing his, even though I wasn't sure what I was doing. One time Micah pulled his feet up, spread his legs and told me to rub harder. There was no effort to hide from Karen what we were doing. I saw her look at us and she just smiled at me to say it was OK.

Then Micah asked her if she help us. She asked me if it was all right with me. I wasn't sure what it was but everything seemed to feel OK till then so I said OK. She asked who wanted to go first and Micah said it could be me since I was the guest but I thought I still didn't know what it was or what I had to do so I said I wanted him to go first.

The movie was over so he got the remote and turned everything off. It got real quiet and dark suddenly and for some reason it got me a little scared but I didn't say anything. Karen lifted Abby off and she laid down on the other side without even waking up. Karen got in the middle and Micah laid in her lap like Abby did. They didn't even bother covering up again. I realized I was no longer covered to and decided it was good that was dark. At first all I could do was listen but after a few minutes I could see more from the moonlight coming in the windows and patio door. Karen was using her thumb and a couple fingers rubbing up and down and playing with his tiny balls with the other hand. Micah was slowly pushing his hips up and down. I started to be able see his face. Eyes closed tight a few seconds, then eyelids quickly blinking. Biting his lips and then licking them. In just a few minutes he was breathing much harder and he told her to go faster and he was ready. I saw Karen's fingers start going faster till they were almost a blur and less than a minute Micah started shaking and arching his back and let out a high pitch scream and then they stopped.

It was a lot more intense than what I saw with Abby. I didn't know what to think or do. I was just sitting there on my knees watching. Micah stopped breathing entirely for what seemed an eternity and thought he was dead. He finally took a big breath. I somehow started speaking and asked if he was alright. He looked up at me and said he was terrific, it was the best one he ever had. Karen said it was probably because we got worked up all during the movie and being that horny is what really does it. I never heard the word horny before that. I figured out what it meant right away.

Karen asked me if I was ready. I suddenly became aware of my own nakedness and she could see me completely. I didn't have time to cover up. Micah slid off her lap to where I was and Karen grabbed my hands, pulled me toward her and got me turned around and on her lap. I got another quick peek at her small boobs and little bush but then I felt them on my back and behind. She pushed my legs apart and I felt my balls drop and her hair tickled them. She started stroking just like she did on Micah. I tried to do what Micah did but I was just pretending at first. It must have showed because right away Karen asked if I ever did this before. I was embarrassed about it but I admitted that I never did. She asked if I really wanted to. I said it looked fun and wanted to but I didn't know what to do. She said I didn't have to do anything but just relax and it would be natural.

I tried to relax and she started rubbing my boner again. I couldn't relax at first but she just rubbed slowly at first. She commented on how big my penis and balls were and played with the small hairs I had. I was watching her do all this and Micah was to and telling me to relax and stuff. I started to feel sleepy again and closed my eyes. I can't remember how long it was. I was either very relaxed or I even dozed off but I became aware that my butt was tightening and my hips going up and down and I wasn't even thinking about it. My penis also felt incredible and my whole body seemed drawn into that same feeling in the center of my body. I had just opened my eyes a little when I felt my penis and every thing jerk. Karen had taken a finger and started rubbing the precum that had just started from my penis and rubbed it over the head. It just made more come out and she rubbed it all over. It made her fingers slide easier and just increased the intense feeling. I never before felt anything like it. I heard Micah ask, 'What is that?' I wondered the same thing but wasn't able to ask. I glad he did ask. Karen said it was precum and it was slippery like what she got when she was rubbed. Micah asked if he could feel it and I mumbled OK. He took over what Karen did. At that point I didn't care who did what to me. It was incredible. Less than a minute went by and my hips were really moving and I started shaking uncontrollably. I had my eyes closed but I felt Karen take over rubbing my penis with one hand. She was rubbing my chest and belly before and continued with her other hand. Micah started rubbing my balls and I remember him saying they were all tight and so big. Karen said something about his balls almost disappearing when he was about to cum and he should watch because I might make cum squirt. They were saying other stuff but I wasn't able to pay attention anymore. It took only a a minute or so more and I felt my whole body tense up. It felt like every muscle was being drained toward my penis. My ears were ringing and I saw stars. Then it quickly went away.

When I came to my senses Micah was playing with a small puddle of white goo between my penis and belly button. I never saw it before but knew from health class it must be semen. Karen and myself also took turns examining it, none of us ever seeing it before. It soon turned watery and Karen pushed me off. I fell asleep while she cleaned me off with wash cloth.

We didn't wake up till after 1:00. I smelled bacon for breakfast. Micah's mom was waking us up. It was just me and Micah left in the bed. Karen had gone to her job and Abby ended up in her own bed. Their mom was putting our clothes from the washer into the dryer and told us to get up and breakfast was ready. My mom called and said I didn't have to be home till dinner time. I remembered I was still nude and felt guilty and afraid their mom would wonder why we slept naked and we would be busted. Micah didn't care at all. He got up, I could see he had a boner and he ran to the bathroom and peed without shutting the door. His mom told me I better get up to. I had to pee real bad too and decided I better get up and go, mom or no mom, and made it just in time. I almost peed on the floor.

Micah finished and said if I didn't hurry he would get all the bacon and ran upstairs. His mom heard and told me I better get going if I wanted any. I figured out his mom didn't care I was naked and I ran up to.

His mom came up and made omelets while we sat at the table and she asked us about the fireworks and what we did all night. I almost died when, without giving details about how it happened, Micah just casually mentioned that I could make semen and described it. I wanted to run home and hide and I would have if I wasn't still naked. I'm sure I was red all over because his mom told me it was OK, that I didn't have to be embarrassed and it is natural to masturbate or have wet dreams. It made me feel better that she wasn't going to get mad at us but I was still embarrassed.

I was glad we could soon get out of the kitchen since we were almost done eating. His mom reminded him he got an electron microscope he could use on laptop for Christmas and we could could probably use it and see the sperm in my semen. I couldn't believe she was talking about it like that. She said my clothes wouldn't be dry for a while and we should go play in Micah's room for a while. Micah asks me if I wanted to see if we could see my sperm in his microscope, right in front of his mom. I didn't know if I wanted to die or feel great that they were so open about the whole thing. My parents kind of freak out about sex stuff and never say anything. Micah's mom looked at me and said I could if I wanted to but didn't have to if I wasn't comfortable and looked at Micah asked if he understood. He said OK. She told us to go down and put the bed away and then we could do what we wanted. We went down and did that and Micah asks me if I wanted to see sperms in his microscope. I thought about it and felt why not so we go up to his room.

After we got it set up I laid on his bed and he did it to me. I felt a lot better about it this time and made more cum and a lot sooner. Micah got some on a slide and we checked it out and could see them swimming around for a few minutes. I sort of got sad when they just sort of died. About the same time the dryer stopped but his mom made us shower again. I made him promise not to tell my parents.

It's been fun the last couple years and we still do stuff but his sister is at college now.